SCORE MEDIA AND GAMING INC. Class A Subordinate Voting Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2021 • Score Media & Gaming Inc. • Services-miscellaneous amusement & recreation • New York
Score Media and Gaming Inc. (the “Company”), a corporation continued under the Business Corporations Act (British Columbia), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the number of its Class A Subordinate Voting Shares set forth in Schedule I hereto (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than the additional number of its Class A Subordinate Voting Shares set forth in Schedule I hereto (the “Additional Shares” and, together with the Firm Shares, the “Shares”), if and to the extent that you, as Managers of this offering (the “Offering”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Class A Subordinate Voting Shares granted to the Underwriters in Section 2 of this Underwriting Agreement (the “Agreement”). The Class A Subordinate Voting Shares of the Company to be o
ARRANGEMENT AGREEMENT BY AND BETWEEN SCORE MEDIA AND GAMING INC., 1317774 B.C. LTD., and PENN NATIONAL GAMING, INC. August 4, 2021Arrangement Agreement • August 11th, 2021 • Score Media & Gaming Inc. • Services-miscellaneous amusement & recreation • Ontario
This ARRANGEMENT AGREEMENT (this “Agreement”) is made and entered into as of this 4th day of August 2021 by and between Score Media and Gaming Inc., a British Columbia corporation (the “Company”), 1317774 B.C. LTD., a British Columbia corporation (“Purchaser”) and Penn National Gaming, Inc., a Pennsylvania corporation (“Parent”). The Company, Parent and Purchaser are sometimes referred to in this Agreement as a “party” and collectively as the “parties.”
VOTING SUPPORT AGREEMENTVoting Support Agreement • August 11th, 2021 • Score Media & Gaming Inc. • Services-miscellaneous amusement & recreation • Ontario
This VOTING SUPPORT AGREEMENT is made and entered into as of this 4th day of August 2021 by and between 1317774 B.C. Ltd., a British Columbia corporation (“Purchaser”), Penn National Gaming, Inc., a Pennsylvania corporation (“Parent”), and Benjamin Levy, an individual resident in the city of Toronto, Ontario and Benjie Levy Family Holdings Inc., an Ontario corporation (collectively, the “Shareholders”). Purchaser, Parent and Shareholders are sometimes referred to in this Agreement as a “party” and collectively as the “parties.”
AMENDMENT NO. 1 TO THE ARRANGEMENT AGREEMENTThe Arrangement Agreement • September 13th, 2021 • Score Media & Gaming Inc. • Services-miscellaneous amusement & recreation • Ontario
THIS AMENDMENT NO. 1 TO THE ARRANGEMENT AGREEMENT (this “Amendment No. 1”) is made and entered into as of this 10th day of September 2021 by and between Score Media and Gaming Inc., a British Columbia corporation (the “Company”), 1317774 B.C. Ltd., a British Columbia corporation (“Purchaser”) and Penn National Gaming, Inc., a Pennsylvania corporation (“Parent”). The Company, Parent and Purchaser are sometimes referred to in this Amendment No. 1 as a “party” and collectively as the “parties.”
August 4, 2021 1317774 B.C. Ltd. c/o Penn National Gaming, Inc.Arrangement Agreement • August 11th, 2021 • Score Media & Gaming Inc. • Services-miscellaneous amusement & recreation • Ontario
Re: Voting Support AgreementArrangement Agreement • August 11th, 2021 • Score Media & Gaming Inc. • Services-miscellaneous amusement & recreation • Ontario
For purposes of this Voting Support Agreement (the “Agreement”), capitalized terms not defined herein shall have the meaning ascribed to such term in the Arrangement Agreement.
